EXHIBIT 4.6
TERMINATION AGREEMENT AND ACTION BY WRITTEN CONSENT
OF THE SHAREHOLDERS OF SAFE AUTO GROUP, INC.
This Termination Agreement and Action by Written Consent of
the Shareholders of Safe Auto Group, Inc. (the "Agreement") is made as of the
5th day of November, 2004, by and among Safe Auto Group, Inc. (the "Company")
and Xxx Xxxxx, Xxx X. Xxxxx, Xxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxx X.
Xxxxxxxxxxxxx, Xxxxxx Xxxxxxxxxxxxx, The Xxxx Xxxxxxx Xxxxx 1983 Subchapter S
Trust, The Xxxxx Xxxxx Deshe 1983 Subchapter S Trust, The Xxxx Xxxxxx Deshe 1985
Subchapter S Trust, The Xxxxxx Xxxxxxx Xxxxx 1987 Subchapter S Trust, The Xxxxx
Xxxxxxx 1998 Irrevocable Trust, The Xxxxxxx Xxxxxxx 2002 Irrevocable Trust and
The Xxxxxx Xxxxxxx 2002 Irrevocable Trust (each individually a "Shareholder" and
collectively the "Shareholders").
WITNESSETH
WHEREAS, the Company and each of the Shareholders are parties
to that certain Stock Restriction and Close Corporation Agreement, dated
February 9, 1998 (the "Close Corporation Agreement"), which regulates certain
aspects of the internal affairs of the Company in accordance with Section
1701.591 of the Ohio Revised Code;
WHEREAS, the Company intends to effect an initial public
offering of its common shares (the "Initial Public Offering");
WHEREAS, in connection with consummating the Initial Public
Offering, the Company and the Shareholders have determined that it is advisable
and in the best interests of the Company and the Shareholders to (1) terminate
the Close Corporation Agreement effective as of the closing of the Initial
Public Offering, and (2) waive all of their rights under the Close Corporation
Agreement that relate to consummating the Initial Public Offering, including,
without limitation, all rights under Sections 5(d), (f), (g) and (l), in each
case subject to the terms and conditions of this Agreement; and
WHEREAS, the Shareholders desire to adopt certain resolutions
relating to the composition of the Company's board of directors.
NOW THEREFORE, in consideration of the mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Effective as of and subject to the closing of the Initial
Public Offering, the Close Corporation Agreement shall be terminated and of no
further force and effect; provided, however, that, if for any reason the closing
of the Initial Public Offering shall not have occurred by May 31, 2005, this
Agreement shall be terminated and of no further force and effect and the Close
Corporation Agreement shall continue in effect as if this Agreement had not been
executed.
2. Effective as of the date hereof and until the earlier of
the termination of the Close Corporation Agreement or this Agreement, the
Shareholders waive all of their rights under the Close Corporation Agreement
that relate to consummating the Initial Public Offering,
including, without limitation, all rights under Sections 5(d), (f), (g) and (l);
provided, however, that, in the event this Agreement is terminated in accordance
with Section 1. hereof and the Close Corporation Agreement continues in effect,
the Shareholders agree to use their reasonable best efforts to cause any
directors and/or officers of the Company who have been elected during the period
between the date hereof and the date of the termination of this Agreement to
resign as a director and/or officer of the Company, as applicable, to the extent
necessary to give effect to the terms of Sections 5(f) and (g) of the Close
Corporation Agreement.
3. The undersigned Shareholders, being the holders of all of
the issued and outstanding shares of capital stock of the Company, hereby
authorize, take, approve and consent to the actions expressed in the resolutions
set forth on Exhibit A, attached hereto and made a part hereof, without a
meeting, pursuant to the provisions of Section 1701.54 of the Ohio Revised Code.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered on the date set forth above.
SAFE AUTO GROUP, INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: Chief Executive Officer
/s/ Xxx Xxxxx
---------------------------------- THE XXXX XXXXXX DESHE
Xxx Xxxxx 1985 SUBCHAPTER TRUST
By: /s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------
/s/ Xxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxxxx
---------------------------------- Title: Trustee
Xxx X. Xxxxx
THE XXXXXX XXXXXXX XXXXX
/s/ Xxx X. Xxxxxxx 1987 SUBCHAPTER S TRUST
----------------------------------
Xxx X. Xxxxxxx
By: /s/ Xxxxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx Title: Trustee
----------------------------------
Xxxxx X. Xxxxxxx
THE XXXXX XXXXXXX
1998 IRREVOCABLE TRUST
/s/ Xxx X. Xxxxxxxxxxxxx
----------------------------------
Xxx X. Xxxxxxxxxxxxx
By: /s/ Xxx X. Xxxxxxx
------------------------
Name: Xxx X. Xxxxxxx
Title: Trustee
/s/ Xxxxxx Xxxxxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxxxxx
THE XXXXXXX XXXXXXX
2002 IRREVOCABLE TRUST
THE ELIE XXXXXXX XXXXX
1983 SUBCHAPTER S TRUST
By: /s/ Xxx X. Xxxxxxx
------------------------
Name: Xxx X. Xxxxxxx
By: /s/ Xxxxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Trustee THE XXXXXX XXXXXXX
2002 IRREVOCABLE TRUST
THE XXXXX XXXXX DESHE
1983 SUBCHAPTER S TRUST By: /s/ Xxx X. Xxxxxxx
------------------------
Name: Xxx X. Xxxxxxx
Title: Trustee
By: /s/ Xxxxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Trustee
EXHIBIT A
WHEREAS, the Shareholders also deem it to be in the best
interests of the Company to remove each of the current directors in accordance
with Section 14 of Article III of the Regulations and elect the following
persons as the directors of the Company:
Xxx Xxxxx
Xxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxx Xxx-Xxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that, in accordance with Section 14 of Article III
of the Regulations, each of the current directors is hereby removed from office,
and the following persons be, and each of them hereby is, elected as a director
of the Company to serve until the next annual meeting of shareholders and until
his successor is duly elected and qualified or until his earlier death,
resignation or removal;
Xxx Xxxxx
Xxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxx Xxx-Arie
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
